Companies Act 2006 - implementation timetable

Parts of the Act come into force on the following dates. More information will be available nearer the time for parts not yet in force.

UPDATE: Following the Government's announcement on 7 November 2007 that the implementation of almost all provisions due to come into force on 1 October 2008 was to be delayed until 1 October 2009, the Government has now decided that some of those provisions will, afterall, come into force on 1 October 2008, as originally intended.

Click on a date or scroll down:

8 November 2006

The Companies Act 2006 receives Royal Assent.

1 January 2007

New regulations require all companies to include their company name, place of registration, registered number and registered office on all business letters and order forms whether in electronic, hard copy or any other form and on the company's websites - click here for more information on email and stationery content.

Documents can be delivered to the Registrar in electronic form.

20 January 2007

Provisions in force on electronic communications by or to a company, allowing a company to communicate with its shareholders by email and through websites -  click here for more information.

A public company now has enhanced rights to discover the identity of holders of interests in its shares.

New rules now deal with a director's liability for false or misleading statements in the directors' report and the directors' remuneration report in the statutory accounts.

The FSA's Disclosure Rules and Transparency Rules sourcebook is updated and comes into force. New rules implement the Transparency Directive and deal with financial reporting requirements, disclosure of interests in securities and communications with holders of shares and debt securities and the market. This is of relevance to listed companies.

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6 April 2007

Provisions in force relating to fees payable to the Registrar of Companies.

There are amendments to the Enterprise Act 2002 to govern the release of certain consumer and competition information by public authorities to be used in civil proceedings.

Sections of the Companies Act 1985 are repealed and not replaced, including:

• Sections 293 and 294 CA 1985 (age limit of 70 for directors).

• Sections 323 to 329 (notification of share dealings of directors and their families). This means the obligation to notify the company of directors' shareholdings in the company has disappeared. The obligation to disclose directors' shareholdings in the directors' report is removed.  Listed companies have similiar obligations imposed under the Transparency Directive.

• It is no longer unlawful for a director to deal in company share options.

• Paying 'tax-free' remuneration to directors is no longer banned.

Part 28 of the Act comes into force to implement the Takeovers Directive. It also replaces the compulsory purchase and tag-along sections of the 1985 Act with revised provisions - they apply to public and private companies when a takeover offer is made.

Protection of members of LLP’s who have been granted confidentiality orders from having their details open to inspection on the public register, which was inadvertently removed by the first commencement order, is reinstated.

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1 October 2007

The following come into force:

• Part 9 (exercise of shareholder rights) – In relation to nominee investment operators enjoying the right to receive information in place of the actual shareholder (in full force by 31 December 2007);

• Part 10 (a company’s directors) other than provisions relating to directors’ conflicts of interest, directors’ residential addresses, register of directors, underage directors, and natural directors and the removal of directors by shareholder resolution - those provisions will come into force on 1 October 2008 and 1 October 2009; click here for more information on directors' duties

• Part 11 (claims and proceedings by shareholders); derivative actions against directors by shareholders on behalf of the company became easier; click here for more information on derivative actions;

• Part 13 (resolutions and meetings), and related to this, certain sections related to Audit; written resolutions of shareholders can be passed by a majority; extraordinary and elective resolutions abolished; click here for more information about meetings and resolutions;

• Part 14 (control of political donations and expenditure);

• Section 417 of Part 15 (contents of directors’ report);

• Sections 485 to 488 of Part 16 (appointment of auditors);

• Certain sections of Part 17 (share capital);

• Part 29 (fraudulent trading);

• Part 30 (protection of members against unfair prejudice);

• Part 32 (company investigations);
  
  
• The Companies Act (Tables A-F) (Amendment) (No 2) Regulations 2007 - interim amendment for companies incorporating or adopting new articles between 1 October 2007 and 30 September 2009;

• Sections 116 to 119 of Part 8 (register of members).

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6 April 2008

The following come into force:

• Sections 121 and 128 of Part 8 (register of members - removal of entries and time limits for claims);
• Section 44 of Part 4 (execution of documents);

• Sections 270 to 274 and 280 of Part 12 (company secretaries); private companies no longer need a company secretary - click here for more information;

• Remainder of Part 15 (accounts and reports), periods for delivery of accounts to the Registrar are shortened by one month;

• Remainder of Part 16 (audit);

• Section 544 (transferability of shares);

• Part 19 (debentures);

• Part 20 (private and public companies);

• Part 21 (certification and transfer of securities);

• Sections 811(4), 812 and 814 (register of interests disclosed);

• Part 23 (distributions); dividends in specie and intra-group transactions become easier - click here for more information;

• Part 26 (arrangements and reconstructions);

• Part 27 (mergers and divisions of public companies);

• Part 42 (statutory auditors)(except sections 1242 to 1244).

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29 June 2008

• Sections 1242 to 1244 (duties of third country auditors; information to be supplied by third country auditors).

1 October 2008

• Sections 69 to 74 (objections to company names);

• Sections 82 to 85 (trading disclosures);

• Sections 155 to 159 (appointment to directors);

• Sections 175 to 177 (duties of directors: to avoid conflicts of interest; not to accept benefits from third parties; to declare interest in proposed transaction or arrangement) click here for details of directors' conflict of interest duties;

• Sections 182 to 187 (declaration of interest in existing transaction or arrangement);

• Section 1157 (power of court to grant relief in certain cases in proceedings against officers of company or auditors);

• Sections 1277 to 1280 (power to require information as to exercise of voting rights by institutional investors).

1 October 2009

The following come into force:

• Part 1 (general introductory provisions);

• Part 2 (company formation);

• Part 3 (a company’s constitution); effective abolition of memorandum of association: new model articles replace familiar Table A; end of the objects clause?

• Part 4 (a company’s capacity and related matters) save for execution of documents which come into force on 6 April 2008;

• Part 5 (a company’s name), save for the objection which came into force on 1 October 2008;

• Part 6 (a company’s registered office);

• Part 7 (re-registration as a means of altering a company’s status);

• Part 8 (a company’s members) save for provisions relating to register of members which come into force on 6 April 2008;

• Part 10 (a company’s directors) save for provisions which came into force on 1 October 2008 - click here for more information on directors' duties; directors’ residential addresses; register of directors; click here for more information on provisions about directors;

• Part 17 (a company’s share capital) save for sections 44; abolition of authorised share capital; click here for more information on share capital;

• Part 18 (acquisition by limited company of its own shares; abolition of the rule against financial assistance for purchase of own shares for private companies); click here for more information on financial assistance and capital maintenance;

• Part 24 (a company’s annual return);

• Part 25 (company charges);

• Part 31 (dissolution and restoration to the register);

• Part 33 (UK companies not formed under the Companies Acts);

• Part 34 (overseas companies);
  
  
• Part 35 (the registrar of companies);

• Part 40 (company directors: foreign disqualifications);

• Part 41 (business names);

• The Companies (Registration) Regulations 2007 including the new short form memorandum of association.

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